TERMS AND CONDITIONS

 

Please read these Terms & Conditions before signing up for the project. This will help in setting the right expectations between both the parties.

We have written this in the form of an Agreement/Contract.

Client and we agree to follow the following terms and conditions.

This consulting agreement (“Agreement or Contract”) is entered on this date [Date of First Payment], into by and between You [Client] [known as “Client”] and the Company [Business Intelligence Consultant and Services LLP, represented by the brand “FirstWire Apps” [Known as “Consultant”]

 

Recitals

 

WHEREAS, Consultant has experience in running and executing the similar projects and

WHEREAS, Consultant is willing to be engaged by Client upon the terms and conditions herein contained; and

WHEREAS, a significant portion of Client’s business and assets are comprised of Proprietary and Confidential Information, as defined below, which Client wishes to preserve and protect;

NOW, THEREFORE, in consideration of the recitals, and of the terms, covenants, and conditions set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Client and Consultant mutually agree as follows:

 

1. Consulting Services- Scope of Services

Client hereby retains Consultant to render the following services to Client:

[Please insert the project scope here]

The manner and means by which Consultant chooses to complete the services are in Consultant’s sole discretion and control. Consultant’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services.

 

2. 2. Relationship of Parties. This Agreement shall not constitute an employer-employee relationship, and it is the intent of each party that Consultant shall at all times be an independent contractor.

 

3. 3. Term. The term of this Agreement shall commence on the date hereof and shall remain in effect for a period of [Enter the project duration].

 

4. Compensation. For services provided hereunder, Consultant shall be paid the sum of [Enter the project price].

 

Payment Terms

 

[Enter the payment terms].

Any pre-built software, themes, apps, plugin, extensions, hosting and images etc. should be purchased by the Client; those are not included in this price.

Platform related monthly charges should be paid by the Client directly.

Project price is for the services we offer. Not for any third-party purchase or expenses.

Project will be carried out as per the scope agreed upon through email discussion and project details.

Prices are arrived after the estimation process.

Any custom or extra tasks would be quoted and paid for separately. We will provide the per hour pricing for custom and extra tasks.

Payments can be made through Stripe, Cards, Direct bank transfer, Payoneer or PayPal.

We need to allocate the resources even before starting a project, so Payments are non-refundable. Please make sure that you have done your due diligence before starting the project and are satisfied with the delivery before making the next payments.

 

5. Time Line and Project Plan:

5.1 Please ask the Project Manager for the Time Line. A detailed project plan will be sent at the time of project initiation.

 

5.2 The Consultant shall make reasonable efforts to complete the project within the agreed-upon timeframe specified in the project proposal. However, the Client acknowledges that delays may occur due to unforeseen circumstances. In such cases, both parties shall communicate promptly to adjust the project schedule accordingly.

 

5.3 For any delays from Client for more than seven days, a delay penalty charges will kick-in. This is to make sure that Consultant is compensated for the time and resource loss during the project delays. Please check with project manager about the charges.

 

6. 6. Support after the website is Live: We will provide the construction related bug fixes after the site goes live. Please check with the Project Manager about the duration of such support.

 

7. Disclosure of Information. Consultant agrees that at no time (either during or subsequent to the term of this Agreement) will Consultant disclose or use, except in pursuit of the business of Client or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Client, or any subsidiary or affiliate of Client, acquired during the term of this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Client, its subsidiaries and affiliates, and their employees, including any document, record, financial or other information of Client, or others in a confidential relationship with Client, and further relates to specific business matters such as the Client’s financial information, identity of clients and patients, policies and procedures, fee structures, trade secrets, proprietary know-how, account information, and other information relating to other business of Client, its subsidiaries and affiliates, and their employees. Consultant agrees not to remove from the premises of Client except as necessary for Consultant to perform services in accordance with the terms of this Agreement, any document, record, or other information of Client or its affiliates.

Consultant agrees to return or destroy, immediately upon termination of Consultant’s services hereunder, any and all documentation relating to Proprietary and Confidential Information of Client and of others that is in the possession of Consultant, in whatever format it may be maintained, whether provided to, or developed by, Consultant, and to provide a certificate of destruction if required by Client.

Notwithstanding the foregoing, the restrictions contained in this Section 7 shall not apply to any Proprietary and Confidential Information that (i) is a matter of public knowledge or prior personal knowledge (from a source other than a party to this Agreement or its affiliate), (ii) is independently developed by a person not a party to this Agreement without the use, directly or indirectly, of Proprietary and Confidential Information, or (iii) is required by law or the order of any court or governmental agency, or in any litigation or similar proceeding to be disclosed; provided that the disclosing party shall, prior to making any such required disclosure, notify the other party with sufficient notice to permit that party to seek an appropriate protective order.

 

8. 8. Proprietary and Confidential Information of Others. Consultant acknowledges that Client does business with other parties that supply Client with information of a confidential nature, and that Client has contractual obligations to preserve the confidential nature of such information. Consultant agrees to treat any information received from clients of Client as confidential, as if it were the Proprietary and Confidential Information of Client.

 

9. 9. “No Poaching” Clause. Consultant will not hire directly or indirectly any employee (temporary or permanent), contractor or associate of Client for the duration of this engagement and 2 years after this engagement is ended between Client and Consultant. Similarly, Client will not hire directly or indirectly any employee (temporary or permanent), contractor or associate of Consultant for the duration of this engagement and 2 years after this engagement is ended between Client and Consultant.

 

10. Intellectual Property:

10.1 Upon receipt of full payment, all rights, title, and interest in the completed project, including but not limited to the design, code, and content, shall be transferred to the Client. Consultant retains the right to use any non-confidential aspects of the project for marketing and promotional purposes.

 

10.2 The Client warrants that all materials provided to the Consultant for use in the website development are owned or properly licensed by the Client and do not infringe upon any third-party rights.

 

10.3 In case of no payment or partial payment from the Client to Consultant, the Consultant will keep all the rights, title, and interest in the completed or partially completed project, including but not limited to the design, code, and content.

 

10.4 Both parties agree to keep confidential all information shared during the course of the project, including but not limited to proprietary or sensitive information, trade secrets, and financial data.

11.  

    11. Remedies. In addition to any other remedies, which Client may have by virtue of this Agreement, Consultant agrees that in the event that a breach of the confidentiality provisions of this Agreement occurs or is threatened, Client shall be entitled to obtain an injunction against Consultant from a court of competent jurisdiction to restrain any breach of confidentiality.

 

12. 12. Termination. Either party may terminate this Agreement, with or without cause, upon [insert the number of days] days’ advance written notice to the other, unless otherwise mutually agreed upon.

 

13. 13. Limitation of Liability to Client. Notwithstanding any other provision of this Agreement, in no event shall Consultant be liable to Client for Client’s lost profits, or special, incidental, punitive or consequential damages (even if Consultant has been advised of the possibility of such damages). Furthermore, in no event shall Consultant’s liability to Client under any circumstances exceed the amount of compensation actually received by Consultant from Client under this Agreement as of a date certain. Further, Consultant will not be liable for delays or performance failures due to circumstances beyond Consultant’s control. The Consultant shall not be liable for any indirect, special, incidental, or consequential damages arising from the project or the deliverables of the project or any breach of this Contract.

 

14. 14. Indemnification of Consultant. Client shall indemnify, defend and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel’s fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs as a result of having performed services on behalf of Client.

 

15. 15. Client’s Representations. Client represents that it has the full right and authority to enter into and perform this Agreement. The consummation of the Agreement and the transactions contemplated herein do not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements or understanding between Client and any other person or entity. Client represents and warrants to Consultant that Client is able to timely pay Consultant all fees and expenses incurred in the performance of the services hereunder.

 

16. Governing Law and Jurisdiction. This Contract shall be governed by and construed in accordance with the laws of [Karantaka,India]. Any disputes arising under this Contract shall be subject to the exclusive jurisdiction of the courts located in [Bangalore, Karnataka, India].

 

17. 17. Amendments. This Agreement may be amended only in a writing signed by both parties.

 

18. Independent Consultant. The parties agree that at all times during the term of this Agreement, Consultant shall continue to be an independent Consultant, and is not authorized as, nor shall be deemed to be an employee, agent, partner, joint venturer, or representative of Client. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.  Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant.  Consultant shall retain the right to perform services for others during the term of this Agreement.